0000950138-05-000159.txt : 20120725
0000950138-05-000159.hdr.sgml : 20120725
20050215123657
ACCESSION NUMBER: 0000950138-05-000159
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050214
DATE AS OF CHANGE: 20050215
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ROTH MICHAEL
CENTRAL INDEX KEY: 0001010207
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
BUSINESS PHONE: 4142411810
MAIL ADDRESS:
STREET 1: 10556 N PORT WASHINGTON RD
CITY: MEQUON
STATE: WI
ZIP: 53092
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VALENTIS INC
CENTRAL INDEX KEY: 0000932352
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 943156660
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53479
FILM NUMBER: 05615866
BUSINESS ADDRESS:
STREET 1: 863A MITTEN RD
CITY: BURLINGAME
STATE: CA
ZIP: 94010
BUSINESS PHONE: 6506971900
MAIL ADDRESS:
STREET 1: 863A MITTEN ROAD
CITY: BURLINGAME
STATE: CA
ZIP: 94010
FORMER COMPANY:
FORMER CONFORMED NAME: MEGABIOS CORP
DATE OF NAME CHANGE: 19960716
SC 13G/A
1
feb13ga-valentis.txt
ROTH-STARK\2005\FEB 13GAS\FEB 13GA-VALENTIS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Valentis, Inc.
----------------
(Name of Issuer)
Common Shares, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
91913E302
-------------
(CUSIP Number)
December 31, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 91913E302 Page 2 of 6
_____________________________________________________________________________
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
Michael A. Roth and Brian J. Stark, as joint filers pursuant to
Rule 13d-1(k)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 752,739 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752,739 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752,739 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 91913E302 Page 3 of 6
Item 1(a). Name of Issuer:
Valentis, Inc., a Delaware corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
863A Mitten Road
Burlingame, CA 94010
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Amendment No. 1 to Schedule 13G is being filed on behalf of
Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Amendment No. 1 to Schedule
13G as Exhibit 1, pursuant to which the Reporting Persons have
agreed to file this Amendment No. 1 to Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
Item 2(d). Title of Class of Securities:
Common Shares, par value $0.001 per share, of the Issuer (the
"Common Stock")
Item 2(e). CUSIP Number:
91913E302
Item 3. Not applicable.
Item 4. Ownership:
(a) Amount beneficially owned:
752,739 shares of Common Stock*
(b) Percent of class:
Based on 13,098,762 shares of Common Stock outstanding as of
November 12, 2004, as set forth in the Issuer's Form 10-Q
for the quarterly period ended September 30, 2004, the
Reporting Persons beneficially own 5.7%* of the issued and
outstanding shares of Common Stock.
(c) Number of shares to which such Reporting Persons have:
SCHEDULE 13G
CUSIP NO. 91913E302 Page 4 of 6
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 752,739*
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose of or direct the disposition
of: 752,739*
*The foregoing amount of common shares and percentage
represent the combined indirect holdings of Michael A. Roth
and Brian J. Stark, as joint filers. The shares of Common
Stock reported in this Schedule 13G do not include shares of
Common Stock issuable upon the exercise of warrants held by
the Reporting Persons. Such warrants held by the Reporting
Persons are subject to conversion caps that preclude the
holder thereof from utilizing its exercise rights to the
extent that it would beneficially own (determined in
accordance with Section 13(d) of the Securities Exchange Act
of 1934 ("Exchange Act")) in excess of 4.999% of the Common
Stock, giving effect to such exercise.
All of the foregoing represents 752,739 shares of Common
Stock held directly by SF Capital Partners, Ltd.
("SF Capital"). The Reporting Persons
are the Managing Members of Stark Offshore Management, LLC
("Stark Offshore") which acts as investment manager and has
sole power to direct the management of SF Capital. Through
Stark Offshore, the Reporting Persons possess voting
and dispositive power over all of the foregoing shares.
Therefore, for the purposes of Rule 13d-3 under the Exchange
Act, the Reporting Persons may be deemed to be the
beneficial owners of, but hereby disclaim such beneficial
ownership of the foregoing shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
SCHEDULE 13G
CUSIP NO. 91913E302 Page 5 of 6
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 91913E302 Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2005
/s/ Michael A. Roth
-----------------------
Michael A. Roth
/s/ Brian J. Stark
-----------------------
Brian J. Stark
SCHEDULE 13G
CUSIP NO. 91913E302
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
752,739 shares of common stock of Valentis, Inc. and further agree that this
Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 14, 2005.
/s/ Michael A. Roth
-----------------------
Michael A. Roth
/s/ Brian J. Stark
-----------------------
Brian J. Stark